UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                 For the quarterly period ended September 30, 2003


[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934


                For the transition period from _________to _________

                         Commission file number 0-11935


                           CENTURY PROPERTIES FUND XIX
        (Exact name of small business issuer as specified in its charter)



         California                                               94-2887133
(State or other jurisdiction of                                (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                          55 Beattie Place, PO Box 1089
                        Greenville, South Carolina 29602
                    (Address of principal executive offices)


                                 (864) 239-1000
                           (Issuer's telephone number)

<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS


                           CENTURY PROPERTIES FUND XIX

                           CONSOLIDATED BALANCE SHEET
                                   (Unaudited)
                        (in thousands, except unit data)

                               September 30, 2003
<TABLE>
<CAPTION>

Assets
<S>                                                                         <C>
   Cash and cash equivalents                                                $ 1,323
   Receivables and deposits                                                     539
   Restricted escrows                                                           817
   Other assets                                                               1,365
   Investment properties:
      Land                                                   $ 9,200
      Buildings and related personal property                  80,060
                                                               89,260
      Less accumulated depreciation                           (50,844)       38,416
                                                                           $ 42,460
Liabilities and Partners' (Deficiency) Capital
Liabilities
   Accounts payable                                                          $ 523
   Tenant security deposits payable                                             303
   Accrued property taxes                                                       399
   Other liabilities                                                            523
   Due to former affiliate                                                      369
   Mortgage notes payable                                                    47,082

Partners' (Deficiency) Capital
   General partner                                           $ (9,785)
   Limited partners (89,292 units issued and
      outstanding)                                              3,046        (6,739)
                                                                           $ 42,460



            See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

                           CENTURY PROPERTIES FUND XIX

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                      (in thousands, except per unit data)
<TABLE>
<CAPTION>

                                            Three Months               Nine Months
                                        Ended September 30,        Ended September 30,
                                         2003         2002          2003          2002
                                                   (Restated)                  (Restated)
Revenues:
<S>                                    <C>           <C>           <C>          <C>
  Rental income                        $ 2,918       $ 3,023       $ 8,709      $ 9,732
  Other income                             386           296           968          865
  Casualty gain                             --           443           171          443
       Total revenues                    3,304         3,762         9,848       11,040

Expenses:
  Operating                              1,486         1,202         4,314        3,612
  General and administrative               114           113           352          368
  Depreciation                             782           767         2,378        2,334
  Interest                                 811           941         2,608        2,838
  Property tax                             269           254           807          764
       Total expenses                    3,462         3,277        10,459        9,916

(Loss) income from continuing
  operations                              (158)          485          (611)       1,124
Income (loss) from discontinued
  operations                               636          (406)          455         (166)
Gain on sale of discontinued
  operations                             5,912            --         5,912           --
Net income                             $ 6,390        $ 79         $ 5,756       $ 958

Net income allocated to general
  partner                               $ 173          $ 9          $ 99         $ 113
Net income allocated to limited
  partners                               6,217            70         5,657          845
                                       $ 6,390        $ 79         $ 5,756       $ 958
Per limited partnership unit:
  (Loss) income from continuing
    operations                         $ (1.56)      $ 4.79        $ (6.04)     $ 11.10
  Income (loss) from discontinued
    operations                            6.29         (4.01)         4.50        (1.64)
  Gain on sale of discontinued
    operations                           64.89            --         64.89           --
Net income                             $ 69.62       $ 0.78        $ 63.35       $ 9.46

Distributions per limited
  partnership unit                     $ 25.51        $ --         $ 25.51      $ 18.38

            See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

                           CENTURY PROPERTIES FUND XIX

              CONSOLIDATED STATEMENT OF PARTNERS' (DEFICIENCY) CAPITAL
                                   (Unaudited)
                        (in thousands, except unit data)

<TABLE>
<CAPTION>

                                     Limited
                                    Partnership    General      Limited
                                       Units       Partner      Partners       Total

<S>                                    <C>           <C>        <C>          <C>
Original capital contributions         89,292        $ --       $89,292      $ 89,292

Partners' deficit
   at December 31, 2002               89,292       $(9,838)      $ (333)     $(10,171)

Distributions paid to partners            --           (46)      (2,278)       (2,324)

Net income for the nine months
   ended September 30, 2003               --            99        5,657         5,756

Partners' (deficiency) capital
   at September 30, 2003              89,292       $(9,785)     $ 3,046      $ (6,739)


            See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>
                           CENTURY PROPERTIES FUND XIX

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                   Nine Months Ended
                                                                     September 30,
                                                                    2003         2002
Cash flows from operating activities:
<S>                                                               <C>           <C>
  Net income                                                      $ 5,756       $ 958
  Adjustments to reconcile net income to net cash provided
   by operating activities:
     Depreciation                                                    2,703       2,689
     Amortization of loan costs and discount                           122          65
     Gain on sale of investment property                            (5,912)         --
     Loss on early extinguishment of debt                                5          --
     Contingent interest on mortgage note encumbering
      McMillan Place                                                    --         420
     Casualty gain                                                    (171)       (443)
     Change in accounts:
      Receivables and deposits                                         725        (361)
      Other assets                                                    (366)       (156)
      Accounts payable                                                  28          19
      Tenant security deposits payable                                  17         (24)
      Accrued property taxes                                          (377)        417
      Due to former affiliate                                            5          91
      Other liabilities                                               (720)        (51)
         Net cash provided by operating activities                   1,815       3,624

Cash flows from investing activities:
  Property improvements and replacements                              (882)     (1,426)
  Net proceeds from sale of discontinued operations                 13,249          --
  Net insurance proceeds received                                      171         754
  Net (deposits to) withdrawals from restricted escrows               (772)        146
         Net cash provided by (used in) investing activities        11,766        (526)

Cash flows from financing activities:
  Payment on mortgage notes payable                                 (1,498)       (722)
  Repayment of mortgage notes payable                              (30,258)         --
  Proceeds from mortgage notes payable                              20,450          --
  Distributions to partners                                         (2,324)     (1,861)
  Advances received from affiliate                                   2,101          --
  Repayment of advances from affiliate                              (2,101)         --
  Loan costs paid                                                     (653)         --
         Net cash used in financing activities                     (14,283)     (2,583)

Net (decrease) increase in cash and cash equivalents                  (702)        515
Cash and cash equivalents at beginning of period                     2,025       1,645
Cash and cash equivalents at end of period                        $ 1,323      $ 2,160

Supplemental disclosure of cash flow information:
  Cash paid for interest                                          $ 3,049      $ 3,198

            See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>
                           CENTURY PROPERTIES FUND XIX

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Note A - Basis of Presentation

The  accompanying   unaudited   consolidated  financial  statements  of  Century
Properties Fund XIX (the  "Partnership" or  "Registrant")  have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information  and  with the  instructions  to Form  10-QSB  and  Item  310(b)  of
Regulation  S-B.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. The general partner of the Partnership is Fox Partners II,
a California  general  partnership.  The general partners of Fox Partners II are
Fox Capital Management Corporation ("FCMC" or the "Managing General Partner"), a
California  corporation,  Fox Realty  Investors  ("FRI"),  a California  general
partnership, and Fox Partners 83, a California general partnership. The Managing
General Partner is a subsidiary of Apartment  Investment and Management  Company
("AIMCO"), a publicly traded real estate investment trust. In the opinion of the
Managing  General  Partner,  all  adjustments  (consisting  of normal  recurring
accruals)  considered  necessary  for a fair  presentation  have been  included.
Operating  results for the three and nine month periods ended September 30, 2003
are not  necessarily  indicative  of the results  that may be  expected  for the
fiscal year ending  December 31,  2003.  For further  information,  refer to the
consolidated   financial  statements  and  footnotes  thereto  included  in  the
Partnership's  Annual  Report on Form 10-KSB for the fiscal year ended  December
31, 2002.

Effective  January 1, 2002,  the  Partnership  adopted  Statement  of  Financial
Accounting  Standards  ("SFAS")  No.  144,  "Accounting  for the  Impairment  or
Disposal of Long-Lived  Assets",  which  established  standards for the way that
public business  enterprises report information about long-lived assets that are
either  being held for sale or have  already  been  disposed of by sale or other
means.  The standard  requires that results of operations for a long-lived asset
that is being held for sale or has  already  been  disposed  of be  reported  as
discontinued  operations  on the  statement  of  operations.  As a  result,  the
accompanying  consolidated  statements  of  operations  have been restated as of
January 1, 2002 to reflect the operations of McMillan Place Apartments (see Note
C) as income (loss) from discontinued operations due to the sale of the property
on August 28, 2003.

Note B - Transactions with Affiliated Parties

The  Partnership  has no employees  and is  dependent  on the  Managing  General
Partner  and  its  affiliates  for  the  management  and  administration  of all
Partnership  activities.  The  Partnership  Agreement  provides  for (i) certain
payments to affiliates for services and (ii)  reimbursement  of certain expenses
incurred by affiliates on behalf of the Partnership.

Affiliates of the Managing  General  Partner are entitled to receive 5% of gross
receipts from all of the Partnership's  properties as compensation for providing
property   management   services.   The  Partnership  paid  to  such  affiliates
approximately $556,000 and $651,000 for the nine months ended September 30, 2003
and 2002,  respectively,  which is included  in  operating  expenses  and income
(loss) from discontinued operations.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $144,000 and
$131,000 for the nine months ended  September  30, 2003 and 2002,  respectively,
which is included in general and administrative expenses.

Pursuant  to  the  Partnership  Agreement,  for  managing  the  affairs  of  the
Partnership, the general partner is entitled to receive a Partnership management
fee  equal  to  10%  of the  Partnership's  adjusted  cash  from  operations  as
distributed. No fees were earned during the nine months ended September 30, 2003
as there  were no  distributions  from  operations.  Approximately  $186,000  in
Partnership management fees were paid during the nine months ended September 30,
2002 in connection with operating distributions paid in 2002.

An  affiliate  of  the  Managing  General  Partner  has  made  available  to the
Partnership  a  credit  line  of  up to  $150,000  per  property  owned  by  the
Partnership.  During the nine months  ended  September  30,  2003,  the Managing
General  Partner  exceeded  this  credit  limit  and  advanced  the  Partnership
approximately  $2,101,000.  This  advance was used to repay the second  mortgage
encumbering  McMillan  Place  Apartments,  which was part of the loan  extension
agreement.  Interest expense for this loan was approximately  $66,000 during the
nine months ended September 30, 2003. The advance loan and accrued interest were
paid in full  during the nine  months  ended  September  30, 2003 with the sales
proceeds of McMillan  Place  Apartments  (see "Note D" below).  No advances were
received in 2002.

In  connection  with the  refinancings  of Vinings  Peak  Apartments,  Wood Lake
Apartments, and Plantation Crossing Apartments on June 25, 2003, the Partnership
paid the Managing  General Partner a fee of approximately  $205,000  pursuant to
the Partnership Agreement. This fee was capitalized and included in other assets
on the accompanying  consolidated  balance sheet and is being amortized over the
life of the loans.

The  Partnership  insures its properties up to certain  limits through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related to workers  compensation,  property  casualty  and  vehicle
liability. The Partnership insures its properties above the AIMCO limits through
insurance  policies  obtained  by  AIMCO  from  insurers  unaffiliated  with the
Managing  General  Partner.  During the nine months ended September 30, 2003 and
2002,  the  Partnership  was charged by AIMCO and its  affiliates  approximately
$217,000 and $263,000,  respectively, for insurance coverage and fees associated
with policy claims administration.

Note C - Mortgage Note Payable on McMillan Place Apartments

The first and second  mortgage  loans for McMillan Place  Apartments  matured in
October 2002 and were in default at December 31,  2002.  On March 25, 2003,  the
Managing  General  Partner and the lender agreed to an eleven month extension of
the terms of the first mortgage.  As part of the agreement,  an affiliate of the
Managing General Partner advanced approximately $2,101,000 to the Partnership to
repay the second mortgage loan.  Pursuant to the agreement,  the stated interest
rate for the extension was 6.5% from the previous  maturity date.  This mortgage
indebtedness  was paid off during the nine months ended  September 30, 2003 with
the net sales proceeds of McMillan Place Apartments (see "Note D" below).

The mortgage  encumbering McMillan Place Apartments required an annual cash flow
payment based on a calculation of excess cash generated by the property.  During
the nine months ended September 30, 2003, the Partnership  paid excess cash flow
of  approximately  $839,000  to the  mortgage  lender.  This  amount was applied
against the outstanding principal balance of the mortgage.

Note D - Sale of Investment Property

In August 2003, the Partnership  sold McMillan Place  Apartments to an unrelated
third party,  for net proceeds of  approximately  $13,249,000  after  payment of
closing costs. The Partnership used approximately $9,128,000 of the net proceeds
to repay the mortgage encumbering the property and to pay approximately $210,000
in contingent interest due to the lender. Contingent interest was required to be
paid  upon  the  sale  of the  property  equal  to 50%  of the  increase  in the
appreciated  fair market value of the property  above the  stipulated  amount of
$12,860,000.  The Partnership had previously accrued approximately  $920,000 for
this  contingent  interest.  The unused  reserve was reversed  against  interest
expense  during the three  months  ended  September  30, 2003 and is included in
income (loss) from discontinued  operations.  The Partnership realized a gain of
approximately  $5,912,000 as a result of the sale. The property's operations are
shown as income  (loss) from  discontinued  operations  and include  revenues of
approximately  $1,594,000 and $2,061,000 for the nine months ended September 30,
2003 and 2002,  respectively.  In addition,  the Partnership  recorded a loss on
early  extinguishment of debt of approximately $5,000 as a result of unamortized
loan costs being  written  off.  This  amount is included in income  (loss) from
discontinued operations.

Note E - Refinancing of Mortgage Notes Payable

On June 25, 2003 the  Partnership  refinanced the mortgage  encumbering  Vinings
Peak Apartments.  The refinancing replaced the previous mortgage indebtedness of
approximately  $7,785,000  with a new mortgage of  $8,470,000.  The mortgage was
refinanced at a rate of 4.41%  compared to the prior rate of 7.50%.  Payments of
approximately  $53,000 are due on the first day of each month. A balloon payment
of approximately $3,044,000 is due in July 2013. At the closing, a repair escrow
of $334,000  was  established  and is being held by the mortgage  lender.  After
payment of closing costs of approximately  $249,000,  which were capitalized and
included in other assets on the consolidated  balance sheet,  and interest,  the
Partnership received net proceeds of approximately $96,000.

On June 25, 2003 the Partnership  refinanced the mortgage  encumbering Wood Lake
Apartments.  The  refinancing  replaced the previous  mortgage  indebtedness  of
approximately  $6,703,000  with a new mortgage of  $7,500,000.  The mortgage was
refinanced at a rate of 4.41%  compared to the prior rate of 7.50%.  Payments of
approximately  $47,000 are due on the first day of each month. A balloon payment
of approximately $2,696,000 is due in July 2013. At the closing, a repair escrow
of $294,000  was  established  and is being held by the mortgage  lender.  After
payment of closing costs of approximately  $231,000,  which were capitalized and
included in other assets on the consolidated  balance sheet,  and interest,  the
Partnership received net proceeds of approximately $868,000.

On June 25, 2003 the Partnership  refinanced the mortgage encumbering Plantation
Crossing Apartments. The refinancing replaced the previous mortgage indebtedness
of approximately $4,541,000 with a new mortgage of $4,480,000.  The mortgage was
refinanced at a rate of 4.41%  compared to the prior rate of 7.50%.  Payments of
approximately  $28,000 are due on the first day of each month. A balloon payment
of approximately $2,743,000 is due in July 2013. At the closing, a repair escrow
of $145,000  was  established  and is being held by the mortgage  lender.  After
payment of closing costs of approximately  $173,000,  which were capitalized and
included in other assets on the consolidated  balance sheet,  and interest,  the
Partnership had a shortfall of  approximately  $821,000 which was covered by the
net proceeds received from the Wood Lake refinancing discussed above.

Note F - Casualty Gain

In May  2001,  one of the  Partnership's  investment  properties,  Vinings  Peak
Apartments,  incurred damages to ten units as a result of a fire. As a result of
the damage, approximately $528,000 of fixed assets and approximately $316,000 of
accumulated  depreciation  were  written  off  resulting  in a net  write off of
approximately $212,000. The property received approximately $461,000 in proceeds
from  the  insurance  company  to  repair  the  damaged  units  during  2002 and
recognized  a  casualty  gain  of  approximately  $249,000  as a  result  of the
difference between the proceeds received and the net book value of the buildings
which were  damaged.  During the nine  months  ended  September  30,  2003,  the
Partnership  received additional  proceeds of approximately  $171,000 which were
recognized as a casualty  gain as the damaged  assets had been fully written off
in 2002.

In  May  2002,  one  of  the  Partnership's  investment  properties,  Sandspoint
Apartments,  incurred  damages to twenty-four  units as a result of a fire. As a
result of the damage,  approximately  $228,000 of fixed assets and approximately
$129,000 of accumulated  depreciation  were written off resulting in a net write
off of approximately  $99,000.  During 2002, the property received approximately
$293,000 in proceeds from the insurance company to repair the damaged units. For
financial  statement  purposes,  a casualty gain of  approximately  $194,000 was
recognized  during  2002 as a result  of the  difference  between  the  proceeds
received and the net book value of the buildings which were damaged.

Note G - Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the  Partnership,  its Managing  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purported  to  assert  claims  on  behalf  of a class of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  that are named as nominal  defendants,  challenging,  among  other
things,  the  acquisition  of  interests  in certain  Managing  General  Partner
entities by Insignia Financial Group, Inc.  ("Insignia") and entities that were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged into AIMCO.  The plaintiffs  sought  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
In addition, during the third quarter of 2001, a complaint (the "Heller action")
was filed  against  the same  defendants  that are named in the  Nuanes  action,
captioned  Heller v.  Insignia  Financial  Group.  On or about  August 6,  2001,
plaintiffs filed a first amended  complaint.  The Heller action was brought as a
purported derivative action, and asserted claims for, among other things, breach
of fiduciary  duty,  unfair  competition,  conversion,  unjust  enrichment,  and
judicial dissolution.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action.

In general  terms,  the  proposed  settlement  provides  for  certification  for
settlement  purposes of a settlement class consisting of all limited partners in
this  Partnership and others (the  "Partnerships")  as of December 20, 2002, the
dismissal  with  prejudice  and  release  of claims  in the  Nuanes  and  Heller
litigation,  payment by AIMCO of $9.9  million  (which shall be  distributed  to
settlement  class  members  after  deduction of attorney fees and costs of class
counsel and certain costs of settlement) and up to $1 million toward the cost of
independent  appraisals of the  Partnerships'  properties  by a Court  appointed
appraiser.  An affiliate of the Managing General Partner has also agreed to make
at least one round of tender offers to purchase all of the partnership interests
in the Partnerships within one year of final approval,  if it is granted, and to
provide  partners with the independent  appraisals at the time of these tenders.
The proposed  settlement also provided for the limitation of the allowable costs
which  the  Managing   General   Partner  or  its  affiliates  will  charge  the
Partnerships  in connection with this litigation and imposes limits on the class
counsel  fees and  costs in this  litigation.  On April  11,  2003,  notice  was
distributed  to  limited   partners   providing  the  details  of  the  proposed
settlement.

On June 13, 2003, the Court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
filed an appeal  seeking  to vacate  and/or  reverse  the  order  approving  the
settlement and entering judgment  thereto.  The Managing General Partner intends
to file a respondent's  brief in support of the order  approving  settlement and
entering judgment thereto.

The  Managing  General  Partner  does  not  anticipate  that  any  costs  to the
Partnership, whether legal or settlement costs, associated with these cases will
be material to the Partnership's overall operations.

On August 8, 2003 AIMCO  Properties  L.P., an affiliate of the Managing  General
Partner,  was served  with a  Complaint  in the United  States  District  Court,
District of Columbia alleging that AIMCO Properties L.P.  willfully violated the
Fair Labor Standards Act (FLSA) by failing to pay maintenance  workers  overtime
for all hours worked in excess of forty per week.  The  Complaint is styled as a
Collective  Action  under  the FLSA and seeks to  certify  state  subclasses  in
California, Maryland, and the District of Columbia. Specifically, the plaintiffs
contend that AIMCO Properties L.P. failed to compensate  maintenance workers for
time  that they were  required  to be  "on-call".  Additionally,  the  Complaint
alleges AIMCO  Properties  L.P.  failed to comply with the FLSA in  compensating
maintenance  workers  for time that they  worked in  responding  to a call while
"on-call".  The  Complaint  also  attempts  to certify a subclass  for  salaried
service  directors who are challenging  their  classification as exempt from the
overtime  provisions of the FLSA.  AIMCO  Properties L.P. has filed an answer to
the Complaint denying the substantive  allegations.  Although the outcome of any
litigation  is  uncertain,  in the opinion of the Managing  General  Partner the
claims will not result in any material liability to the Partnership.

The  Partnership  is unaware  of any other  pending  or  outstanding  litigation
matters  involving  it or its  investment  properties  that are not of a routine
nature arising in the ordinary course of business.

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The matters discussed in this report contain certain forward-looking statements,
including, without limitation, statements regarding future financial performance
and the effect of government  regulations.  Actual results may differ materially
from those described in the forward-looking statements and will be affected by a
variety of risks and factors including,  without limitation:  national and local
economic  conditions;  the terms of  governmental  regulations  that  affect the
Registrant and interpretations of those regulations; the competitive environment
in which the Registrant operates;  financing risks, including the risk that cash
flows from operations may be insufficient to meet required payments of principal
and interest;  real estate risks, including variations of real estate values and
the general  economic  climate in local markets and  competition  for tenants in
such markets;  litigation,  including  costs  associated  with  prosecuting  and
defending  claims  and  any  adverse   outcomes,   and  possible   environmental
liabilities.   Readers  should  carefully  review  the  Registrant's   financial
statements and the notes thereto,  as well as the risk factors  described in the
documents  the  Registrant  files  from  time to time  with the  Securities  and
Exchange Commission.

The Partnership's  investment  properties consist of seven apartment  complexes.
The following  table sets forth the average  occupancy of the properties for the
nine months ended September 30, 2003 and 2002:

                                                   Average Occupancy
      Property                                      2003       2002

      Sunrunner Apartments                          93%        94%
         St. Petersburg, Florida
      Misty Woods Apartments                        90%        89%
         Charlotte, North Carolina
      Vinings Peak Apartments (1)                   91%        88%
         Atlanta, Georgia
      Wood Lake Apartments (1)                      91%        87%
         Atlanta, Georgia
      Plantation Crossing (1)                       94%        87%
         Atlanta, Georgia
      Greenspoint Apartments (2)                    85%        92%
         Phoenix, Arizona
      Sandspoint Apartments (2)                     79%        88%
         Phoenix, Arizona

   (1)      The Managing General Partner attributes the increase in occupancy at
            these  properties  to  increased   marketing   efforts  by  property
            management in the local markets.

   (2)      The Managing General Partner attributes the decrease in occupancy at
            these  properties  to  a  slow  economy,   job  layoffs  and  higher
            unemployment, and increased home purchases due to favorable interest
            rates.

Results of Operations

The  Partnership's  net income for the three and nine months ended September 30,
2003 was approximately $6,390,000 and $5,756,000,  respectively, compared to net
income of approximately  $79,000 and $958,000 for the  corresponding  periods in
2002.  The increase in net income for the three and nine months ended  September
30,  2003 is due to the  gain on the sale of  McMillan  Place  Apartments  and a
decrease in loss from  discontinued  operations.  Effective January 1, 2002, the
Partnership  adopted Statement of Financial  Accounting  Standards  ("SFAS") No.
144,  "Accounting  for the Impairment or Disposal of Long-Lived  Assets",  which
established  standards for the way that business  enterprises report information
about long-lived assets that are either being held for sale or have already been
disposed  of by sale or other  means.  The  standard  requires  that  results of
operations  for a  long-lived  asset that is being held for sale or has  already
been  disposed of be reported as  discontinued  operations  on the  statement of
operations.  As a result, the accompanying consolidated statements of operations
have been  restated as of January 1, 2002 to reflect the  operations of McMillan
Place Apartments,  which sold in August 2003, as income (loss) from discontinued
operations.

In August 2003, the Partnership  sold McMillan Place  Apartments to an unrelated
third party,  for net proceeds of  approximately  $13,249,000  after  payment of
closing costs. The Partnership used approximately $9,128,000 of the net proceeds
to repay the mortgage encumbering the property and to pay approximately $210,000
in contingent interest due to the lender. Contingent interest was required to be
paid  upon  the  sale  of the  property  equal  to 50%  of the  increase  in the
appreciated  fair market value of the property  above the  stipulated  amount of
$12,860,000.  The Partnership had previously accrued approximately  $920,000 for
this  contingent  interest.  The unused  reserve was reversed  against  interest
expense  during the three  months  ended  September  30, 2003 and is included in
income (loss) from discontinued  operations.  The Partnership realized a gain of
approximately  $5,912,000 as a result of the sale. The property's operations are
shown as income  (loss) from  discontinued  operations  and include  revenues of
approximately  $1,594,000 and $2,061,000 for the nine months ended September 30,
2003 and 2002,  respectively.  In addition,  the Partnership  recorded a loss on
early  extinguishment of debt of approximately $5,000 as a result of unamortized
loan costs being  written  off.  This  amount is included in income  (loss) from
discontinued operations.

Excluding the discontinued  operations and gain on sale, the Partnership's  loss
from  continuing  operations  for the three and nine months ended  September 30,
2003 was approximately  $158,000 and $611,000  respectively,  compared to income
from  continuing  operations of  approximately  $485,000 and  $1,124,000 for the
corresponding periods in 2002. The decrease in income from continuing operations
for the three and nine months ended  September  30, 2003 is due to a decrease in
total revenues and an increase in total expenses.  Total revenues  decreased for
both periods  ended  September  30, 2003 due to  decreases in rental  income and
casualty gains  partially  offset by an increase in other income.  Rental income
decreased due to decreases in average rental rates at five of the properties and
average  occupancy  at  three  of the  properties,  and an  increase  in  rental
concessions at five of the properties.  This was partially offset by an increase
in occupancy at four of the properties.  Other income increased due to increases
in late  charges  and  lease  cancellation  fees  at  most of the  Partnership's
properties.

In May  2001,  one of the  Partnership's  investment  properties,  Vinings  Peak
Apartments,  incurred damages to ten units as a result of a fire. As a result of
the damage, approximately $528,000 of fixed assets and approximately $316,000 of
accumulated  depreciation  were  written  off  resulting  in a net  write off of
approximately $212,000. The property received approximately $461,000 in proceeds
from  the  insurance  company  to  repair  the  damaged  units  during  2002 and
recognized  a  casualty  gain  of  approximately  $249,000  as a  result  of the
difference between the proceeds received and the net book value of the buildings
which were  damaged.  During the nine  months  ended  September  30,  2003,  the
Partnership  received additional  proceeds of approximately  $171,000 which were
recognized as a casualty  gain as the damaged  assets had been fully written off
in 2002.

In  May  2002,  one  of  the  Partnership's  investment  properties,  Sandspoint
Apartments,  incurred  damages to twenty-four  units as a result of a fire. As a
result of the damage,  approximately  $228,000 of fixed assets and approximately
$129,000 of accumulated  depreciation  were written off resulting in a net write
off of approximately  $99,000.  During 2002, the property received approximately
$293,000 in proceeds from the insurance company to repair the damaged units. For
financial  statement  purposes,  a casualty gain of  approximately  $194,000 was
recognized  during  2002 as a result  of the  difference  between  the  proceeds
received and the net book value of the buildings which were damaged.

Total expenses  increased for the three and nine months ended September 30, 2003
due to an  increase  in  operating  expenses  partially  offset by a decrease in
interest expense. Operating expenses for both periods increased due to increased
advertising,  property, and maintenance expenses.  Advertising expense increased
due to  increases in  periodical  advertising  and referral  fees at most of the
Partnership's  properties.  Property  expenses  increased  due to  increases  in
payroll  and  related  benefits  at  most  of  the   Partnership's   properties.
Maintenance  expense  increased due to an increase in contract labor and repairs
at most of the Partnership's  properties.  Interest expense decreased due to the
refinancing of the mortgages encumbering three of the Partnership's  properties,
which resulted in lower interest rates.

Included in general and  administrative  expense at both  September 30, 2003 and
2002 are management reimbursements to the Managing General Partner allowed under
the Partnership Agreement. In addition,  costs associated with the quarterly and
annual  communications  with  investors and  regulatory  agencies and the annual
audit required by the Partnership Agreement are also included.

As part of the ongoing  business plan of the  Partnership,  the Managing General
Partner monitors the rental market  environment of its investment  properties to
assess the feasibility of increasing rents,  maintaining or increasing occupancy
levels and protecting  the  Partnership  from increases in expenses.  As part of
this plan, the Managing General Partner attempts to protect the Partnership from
the burden of  inflation-related  increases in expenses by increasing  rents and
maintaining  a high overall  occupancy  level.  However,  the  Managing  General
Partner  may use  rental  concessions  and  rental  rate  reductions  to  offset
softening  market  conditions,  accordingly,  there  is no  guarantee  that  the
Managing General Partner will be able to sustain such a plan.

Liquidity and Capital Resources

At  September  30,  2003,  the  Partnership  had cash and  cash  equivalents  of
approximately  $1,323,000 compared to approximately  $2,160,000 at September 30,
2002. Cash and cash equivalents decreased approximately $702,000 during the nine
months ended September 30, 2003 due to approximately $14,283,000 of cash used in
financing  activities  partially  offset by  approximately  $11,766,000  of cash
provided by investing  activities and approximately  $1,815,000 of cash provided
by operating activities.  Net cash used in financing activities consisted of the
repayment of the advance from an  affiliate  of the  Managing  General  Partner,
distributions to partners, the repayment of the mortgages encumbering Plantation
Crossing,  Vinings Peak,  Wood Lake and McMillan  Place  Apartments,  loan costs
associated  with the  refinancings of those  properties and scheduled  principal
payments on the mortgages encumbering the Partnership's  investment  properties,
partially offset by the refinancing  proceeds received for Plantation  Crossing,
Vinings  Peak,  and Wood Lake  Apartments  and advances from an affiliate of the
Managing General Partner. Net cash provided by investing activities consisted of
the proceeds from the sale of McMillan Place  Apartments and insurance  proceeds
received  partially offset by net deposits to restricted  escrows  maintained by
the mortgage lenders and property improvements and replacements. The Partnership
invests its working capital reserves in interest bearing accounts.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the investment  properties to adequately  maintain the
physical  assets and other operating needs of the Partnership and to comply with
Federal,  state,  and local  legal and  regulatory  requirements.  The  Managing
General  Partner  monitors  developments  in the  area of legal  and  regulatory
compliance and is studying new federal laws, including the Sarbanes-Oxley Act of
2002. The Sarbanes-Oxley Act of 2002 mandates or suggests additional  compliance
measures with regard to governance,  disclosure, audit and other areas. In light
of these changes,  the  Partnership  expects that it will incur higher  expenses
related  to  compliance,  including  increased  legal  and audit  fees.  Capital
improvements planned for the Partnership's properties are detailed below.

Sunrunner Apartments

During the nine months ended  September  30,  2003,  the  Partnership  completed
approximately   $59,000  of  capital   improvements  at  Sunrunner   Apartments,
consisting primarily of structural enhancements and appliance, water heater, air
conditioning  unit and floor  covering  replacements.  These  improvements  were
funded  from  operating  cash  flow.  The  Partnership   evaluates  the  capital
improvement  needs of the  property  during  the year and  currently  expects to
complete an additional $19,000 in capital  improvements  during the remainder of
2003. The additional capital  improvements will consist primarily of parking lot
improvements and appliance,  air conditioning,  and floor covering replacements.
Additional  capital  improvements  may be  considered  and  will  depend  on the
physical  condition  of the  property  as  well  as the  anticipated  cash  flow
generated by the property.

Misty Woods Apartments

During the nine months ended  September  30,  2003,  the  Partnership  completed
approximately  $34,000  of  capital  improvements  at  Misty  Woods  Apartments,
consisting  primarily of electrical  upgrades,  swimming pool  improvements  and
floor covering replacements.  These improvements were funded from operating cash
flow. The Partnership  evaluates the capital  improvement  needs of the property
during the year and  currently  expects to  complete  an  additional  $43,000 in
capital  improvements  during the  remainder  of 2003.  The  additional  capital
improvements  will consist primarily of floor covering,  air  conditioning,  and
appliance replacements and pool upgrades. Additional capital improvements may be
considered and will depend on the physical  condition of the property as well as
replacement reserves and the anticipated cash flow generated by the property.

McMillan Place Apartments

During the nine months ended  September  30,  2003,  the  Partnership  completed
approximately  $122,000 of capital  improvements  at McMillan Place  Apartments,
consisting  primarily of structural  enhancements,  plumbing  fixtures and floor
covering replacements.  These improvements were funded from operating cash flow.
McMillan Place Apartments was sold in August 2003.

Vinings Peak Apartments

During the nine months ended  September  30,  2003,  the  Partnership  completed
approximately  $135,000  of capital  improvements  at Vinings  Peak  Apartments,
consisting primarily of plumbing upgrades and fixtures,  structural enhancements
and appliance,  air  conditioning  unit and floor covering  replacements.  These
improvements were funded from operating cash flow. The Partnership evaluates the
capital  improvement needs of the property during the year and currently expects
to complete an additional $8,000 in capital improvements during the remainder of
2003.  The  additional  capital  improvements  will  consist  primarily of floor
covering and appliance  replacements.  Additional  capital  improvements  may be
considered and will depend on the physical  condition of the property as well as
replacement reserves and the anticipated cash flow generated by the property.

Wood Lake Apartments

During the nine months ended  September  30,  2003,  the  Partnership  completed
approximately   $123,000  of  capital  improvements  at  Wood  Lake  Apartments,
consisting  primarily  of  floor  and  wall  covering  replacements,   appliance
replacements, structural improvements, plumbing fixtures, major landscaping, and
maintenance equipment.  These improvements were funded from operating cash flow.
The Partnership  evaluates the capital  improvement needs of the property during
the year and  currently  expects to  complete  an  additional  $6,000 in capital
improvements  during the remainder of 2003. The additional capital  improvements
will  consist  primarily  of flooring  and  appliance  replacements.  Additional
capital improvements may be considered and will depend on the physical condition
of the property as well as replacement  reserves and the  anticipated  cash flow
generated by the property.

Plantation Crossing Apartments

During the nine months ended  September  30,  2003,  the  Partnership  completed
approximately $81,000 of capital improvements at Plantation Crossing Apartments,
consisting  primarily of floor  covering and  appliance  replacements,  plumbing
fixtures and exterior  painting.  These  improvements were funded from operating
cash flow.  The  Partnership  evaluates  the  capital  improvement  needs of the
property during the year and currently  expects to complete an additional $6,000
in capital  improvements  during the remainder of 2003. The  additional  capital
improvements  will consist  primarily of flooring  and  appliance  replacements.
Additional  capital  improvements  may be  considered  and  will  depend  on the
physical  condition  of the  property as well as  replacement  reserves  and the
anticipated cash flow generated by the property.

Greenspoint Apartments

During the nine months ended  September  30,  2003,  the  Partnership  completed
approximately  $144,000  of  capital  improvements  at  Greenspoint  Apartments,
consisting  primarily of parking area  improvements,  roof  upgrades,  and floor
covering, air conditioning unit and appliance  replacements.  These improvements
were funded from  operating  cash flow.  The  Partnership  evaluates the capital
improvement  needs of the  property  during  the year and  currently  expects to
complete an additional $25,000 in capital  improvements  during the remainder of
2003. The additional  capital  improvements will consist primarily of appliance,
floor covering and HVAC  replacements and plumbing and electrical  enhancements.
Additional  capital  improvements  may be  considered  and  will  depend  on the
physical  condition  of the  property  as  well  as the  anticipated  cash  flow
generated by the property.

Sands Point Apartments

During the nine months ended  September  30,  2003,  the  Partnership  completed
approximately  $184,000  of  capital  improvements  at Sands  Point  Apartments,
consisting primarily of plumbing fixtures and enhancements, structural upgrades,
parking area  upgrades,  and floor  covering  and  appliance  replacements.  The
Partnership  evaluates the capital  improvement needs of the property during the
year and  currently  expects  to  complete  an  additional  $160,000  in capital
improvements  during the remainder of 2003. The additional capital  improvements
will  consist  primarily of roof  replacements,  structural  enhancements,  land
improvements,  plumbing and electrical enhancements, and floor covering and HVAC
replacements.  Additional capital improvements may be considered and will depend
on the physical  condition of the property as well as the anticipated  cash flow
generated by the property.

The additional  capital  expenditures will be incurred only if cash is available
from operations or from  Partnership  reserves.  To the extent that such capital
improvements are completed,  the Partnership's  distributable cash flow, if any,
may be adversely affected at least in the short term.

The first and second  mortgage  loans for McMillan Place  Apartments  matured in
October 2002 and were in default at December 31,  2002.  On March 25, 2003,  the
Managing  General  Partner and the lender agreed to an eleven month extension of
the terms of the first mortgage.  As part of the agreement,  an affiliate of the
Managing General Partner advanced approximately $2,101,000 to the Partnership to
repay the second mortgage loan.  Pursuant to the agreement,  the stated interest
rate for the extension was 6.5% from the previous  maturity date.  This mortgage
indebtedness  was paid off during the nine months ended  September 30, 2003 with
the net sales proceeds of McMillan Place Apartments.

The mortgage  encumbering McMillan Place Apartments required an annual cash flow
payment based on a calculation of excess cash generated by the property.  During
the nine months ended September 30, 2003, the Partnership  paid excess cash flow
of  approximately  $839,000  to the  mortgage  lender.  This  amount was applied
against the outstanding principal balance of the mortgage.

An  affiliate  of  the  Managing  General  Partner  has  made  available  to the
Partnership  a  credit  line  of  up to  $150,000  per  property  owned  by  the
Partnership.  During the nine months  ended  September  30,  2003,  the Managing
General  Partner  exceeded  this  credit  limit  and  advanced  the  Partnership
approximately  $2,101,000.  This  advance was used to repay the second  mortgage
encumbering  McMillan  Place  Apartments,  which was part of the loan  extension
agreement.  Interest expense for this loan was approximately  $66,000 during the
nine months ended September 30, 2003. The advance loan and accrued interest were
paid in full  during the nine  months  ended  September  30, 2003 with the sales
proceeds of McMillan Place Apartments. No advances were received in 2002.

On June 25, 2003 the  Partnership  refinanced the mortgage  encumbering  Vinings
Peak Apartments.  The refinancing replaced the previous mortgage indebtedness of
approximately  $7,785,000  with a new mortgage of  $8,470,000.  The mortgage was
refinanced at a rate of 4.41%  compared to the prior rate of 7.50%.  Payments of
approximately  $53,000 are due on the first day of each month. A balloon payment
of approximately $3,044,000 is due in July 2013. At the closing, a repair escrow
of $334,000  was  established  and is being held by the mortgage  lender.  After
closing costs of approximately $249,000,  which were capitalized and included in
other assets on the  consolidated  balance sheet and interest,  the  Partnership
received net proceeds of approximately $96,000.

On June 25, 2003 the  Partnership  refinanced the mortgage  encumbering for Wood
Lake Apartments.  The refinancing replaced the previous mortgage indebtedness of
approximately  $6,703,000  with a new mortgage of  $7,500,000.  The mortgage was
refinanced at a rate of 4.41%  compared to the prior rate of 7.50%.  Payments of
approximately  $47,000 are due on the first day of each month. A balloon payment
of approximately $2,696,000 is due in July 2013. At the closing, a repair escrow
of $294,000  was  established  and is being held by the mortgage  lender.  After
closing costs of approximately $231,000,  which were capitalized and included in
other assets on the  consolidated  balance sheet and interest,  the  Partnership
received net proceeds of approximately $868,000.

On June  25,  2003 the  Partnership  refinanced  the  mortgage  encumbering  for
Plantation Crossing  Apartments.  The refinancing replaced the previous mortgage
indebtedness of approximately $4,541,000 with a new mortgage of $4,480,000.  The
mortgage was  refinanced at a rate of 4.41% compared to the prior rate of 7.50%.
Payments of  approximately  $28,000  are due on the first day of each  month.  A
balloon payment of approximately $2,743,000 is due in July 2013. At the closing,
a repair  escrow of $145,000 was  established  and is being held by the mortgage
lender.  After closing costs of approximately  $173,000,  which were capitalized
and included in other assets on the consolidated balance sheet and interest, the
Partnership had a shortfall of  approximately  $821,000 which was covered by the
net proceeds received from the Wood Lake refinancing discussed above.

The  Partnership's  assets are thought to be sufficient for any near-term  needs
(exclusive  of  capital   improvements)   of  the   Partnership.   The  mortgage
indebtedness  encumbering all of the properties of approximately  $47,082,000 is
amortized  over  varying  periods  with  required  balloon  payments due between
September 2005 and September 2021. The Managing  General Partner will attempt to
refinance such  indebtedness  and/or sell the properties  prior to such maturity
dates. If the properties  cannot be refinanced or sold for a sufficient  amount,
the Partnership will risk losing such properties through foreclosure.

Pursuant to the Partnership Agreement,  the term of the Partnership is scheduled
to expire on December 31, 2007. Accordingly,  prior to such date the Partnership
will need to either  sell its  investment  properties  or extend the term of the
Partnership.

The Partnership  distributed the following  amounts during the nine months ended
September 30, 2003 and 2002 (in thousands except per unit data):
<TABLE>
<CAPTION>

                                         Per Limited                      Per Limited
                    Nine Months Ended    Partnership   Nine Months Ended  Partnership
                    September 30, 2003      Unit      September 30, 2002      Unit

<S>                        <C>              <C>             <C>              <C>
Operations                 $ --             $ --            $1,861           $18.38
Sales (1)                  2,324            25.51               --               --
                          $2,324           $25.51           $1,861           $18.38

(1) Proceeds from the sale of McMillan Place Apartments.
</TABLE>

Future cash  distributions  will depend on the levels of net cash generated from
operations, the availability of cash reserves and the timing of debt maturities,
refinancings,  and/or  property  sales.  The  Partnership's  cash  available for
distribution is reviewed on a monthly basis. There can be no assurance, however,
that the  Partnership  will  generate  sufficient  funds from  operations  after
required capital expenditures to permit additional distributions to its partners
in 2003 or subsequent periods.

Other

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 52,098.66 limited partnership units
(the "Units") in the Partnership representing 58.35% of the outstanding Units at
September  30,  2003. A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  In this regard, on November
12, 2003, AIMCO Properties,  L.P., commenced a tender offer to acquire 37,193.34
Units for a purchase  price of $104.89 per Unit.  Such offer expires on December
11, 2003. Pursuant to the Partnership Agreement,  unitholders holding a majority
of the Units are  entitled to take  action with  respect to a variety of matters
that  include,  but are not  limited  to,  voting on certain  amendments  to the
Partnership  Agreement and voting to remove the Managing General  Partner.  As a
result  of its  ownership  of  58.35% of the  outstanding  Units,  AIMCO and its
affiliates are in a position to influence all such voting decisions with respect
to the  Partnership.  However,  with respect to the 25,228.66  Units acquired on
January 19, 1996, AIMCO IPLP, L.P.  (formerly known as Insignia  Properties,  LP
("IPLP"),  an affiliate of the Managing General Partner and of AIMCO,  agreed to
vote such  Units:  (i)  against  any  increase  in  compensation  payable to the
Managing  General  Partner or to its  affiliates;  and (ii) on all other matters
submitted by it or its affiliates, in proportion to the vote cast by third party
unitholders.  Except for the  foregoing,  no other  limitations  are  imposed on
IPLP's,  AIMCO's or any other affiliates' right to vote each Unit held. Although
the Managing  General Partner owes fiduciary  duties to the limited  partners of
the  Partnership,  the Managing  General  Partner also owes fiduciary  duties to
AIMCO as its sole stockholder.  As a result,  the duties of the Managing General
Partner,  as  managing  general  partner,  to the  Partnership  and its  limited
partners may come into conflict with the duties of the Managing  General Partner
to AIMCO, as its sole stockholder.

Critical Accounting Policies and Estimates

The consolidated financial statements are prepared in accordance with accounting
principles generally accepted in the United States which require the Partnership
to  make  estimates  and  assumptions.  The  Partnership  believes  that  of its
significant  accounting  policies,  the following may involve a higher degree of
judgment and complexity.

Impairment of Long-Lived Assets

The investment  properties are recorded at cost, less accumulated  depreciation,
unless  considered  impaired.  If  events  or  circumstances  indicate  that the
carrying amount of the property may be impaired,  the  Partnership  will make an
assessment of its  recoverability  by estimating  the  undiscounted  future cash
flows,  excluding  interest  charges,  of the property.  If the carrying  amount
exceeds the aggregate  future cash flows,  the  Partnership  would  recognize an
impairment  loss to the extent the carrying amount exceeds the fair value of the
properties.

Real  property  investments  are  subject  to varying  degrees of risk.  Several
factors  may  adversely  affect  the  economic  performance  and  value  of  the
Partnership's investment properties.  These factors include, but are not limited
to,  changes  in the  national,  regional  and  local  economic  climate;  local
conditions,  such as an oversupply of multifamily  properties;  competition from
other available  multifamily property owners and changes in market rental rates.
Any adverse changes in these factors could cause impairment of the Partnership's
assets.

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
Rental income  attributable to leases is recognized  monthly as it is earned and
the Partnership  fully reserves all balances  outstanding  over thirty days. The
Partnership will offer rental concessions during  particularly slow months or in
response to heavy  competition  from other  similar  complexes in the area.  Any
concessions  given at the inception of the lease are amortized  over the life of
the lease.

ITEM 3.     CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures.  The Partnership's management,  with the
participation of the principal executive officer and principal financial officer
of the Managing  General  Partner,  who are the equivalent of the  Partnership's
principal executive officer and principal financial officer,  respectively,  has
evaluated  the  effectiveness  of  the  Partnership's  disclosure  controls  and
procedures (as such term is defined in Rules  13a-15(e) and 15d-15(e)  under the
Securities  Exchange Act of 1934, as amended (the "Exchange Act")) as of the end
of the period covered by this report.  Based on such  evaluation,  the principal
executive  officer  and  principal  financial  officer of the  Managing  General
Partner, who are the equivalent of the Partnership's principal executive officer
and principal  financial officer,  respectively,  have concluded that, as of the
end of such period,  the  Partnership's  disclosure  controls and procedures are
effective.

(b) Internal Control Over Financial  Reporting.  There have not been any changes
in the Partnership's  internal control over financial reporting (as such term is
defined in Rules  13a-15(f)  and  15d-15(f)  under the Exchange  Act) during the
fiscal quarter to which this report relates that have  materially  affected,  or
are reasonably likely to materially affect,  the Partnership's  internal control
over financial reporting.

                           PART II - OTHER INFORMATION


ITEM 1.     LEGAL PROCEEDINGS

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the  Partnership,  its Managing  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purported  to  assert  claims  on  behalf  of a class of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  that are named as nominal  defendants,  challenging,  among  other
things,  the  acquisition  of  interests  in certain  Managing  General  Partner
entities by Insignia Financial Group, Inc.  ("Insignia") and entities that were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged into AIMCO.  The plaintiffs  sought  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
In addition, during the third quarter of 2001, a complaint (the "Heller action")
was filed  against  the same  defendants  that are named in the  Nuanes  action,
captioned  Heller v.  Insignia  Financial  Group.  On or about  August 6,  2001,
plaintiffs filed a first amended  complaint.  The Heller action was brought as a
purported derivative action, and asserted claims for, among other things, breach
of fiduciary  duty,  unfair  competition,  conversion,  unjust  enrichment,  and
judicial dissolution.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action.

In general  terms,  the  proposed  settlement  provides  for  certification  for
settlement  purposes of a settlement class consisting of all limited partners in
this  Partnership and others (the  "Partnerships")  as of December 20, 2002, the
dismissal  with  prejudice  and  release  of claims  in the  Nuanes  and  Heller
litigation,  payment by AIMCO of $9.9  million  (which shall be  distributed  to
settlement  class  members  after  deduction of attorney fees and costs of class
counsel and certain costs of settlement) and up to $1 million toward the cost of
independent  appraisals of the  Partnerships'  properties  by a Court  appointed
appraiser.  An affiliate of the Managing General Partner has also agreed to make
at least one round of tender offers to purchase all of the partnership interests
in the Partnerships within one year of final approval,  if it is granted, and to
provide  partners with the independent  appraisals at the time of these tenders.
The proposed  settlement also provided for the limitation of the allowable costs
which  the  Managing   General   Partner  or  its  affiliates  will  charge  the
Partnerships  in connection with this litigation and imposes limits on the class
counsel  fees and  costs in this  litigation.  On April  11,  2003,  notice  was
distributed  to  limited   partners   providing  the  details  of  the  proposed
settlement.

On June 13, 2003, the Court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
filed an appeal  seeking  to vacate  and/or  reverse  the  order  approving  the
settlement and entering judgment  thereto.  The Managing General Partner intends
to file a respondent's  brief in support of the order  approving  settlement and
entering judgment thereto.

The  Managing  General  Partner  does  not  anticipate  that  any  costs  to the
Partnership, whether legal or settlement costs, associated with these cases will
be material to the Partnership's overall operations.

On August 8, 2003 AIMCO  Properties  L.P., an affiliate of the Managing  General
Partner,  was served  with a  Complaint  in the United  States  District  Court,
District of Columbia alleging that AIMCO Properties L.P.  willfully violated the
Fair Labor Standards Act (FLSA) by failing to pay maintenance  workers  overtime
for all hours worked in excess of forty per week.  The  Complaint is styled as a
Collective  Action  under  the FLSA and seeks to  certify  state  subclasses  in
California, Maryland, and the District of Columbia. Specifically, the plaintiffs
contend that AIMCO Properties L.P. failed to compensate  maintenance workers for
time  that they were  required  to be  "on-call".  Additionally,  the  Complaint
alleges AIMCO  Properties  L.P.  failed to comply with the FLSA in  compensating
maintenance  workers  for time that they  worked in  responding  to a call while
"on-call".  The  Complaint  also  attempts  to certify a subclass  for  salaried
service  directors who are challenging  their  classification as exempt from the
overtime  provisions of the FLSA.  AIMCO  Properties L.P. has filed an answer to
the Complaint denying the substantive  allegations.  Although the outcome of any
litigation  is  uncertain,  in the opinion of the Managing  General  Partner the
claims will not result in any material liability to the Partnership.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a) Exhibits:

                  Exhibit 3, Agreement of Limited  Partnership,  incorporated by
                  reference to Exhibit A to the  Prospectus  of the  Partnership
                  dated  September 20, 1983, as amended on June 13, 1989, and as
                  thereafter   supplemented,   contained  in  the   Registrant's
                  Registration Statement on Form S-11 (Reg. No. 2-79007).

                  Exhibit 31.1,  Certification  of equivalent of Chief Executive
                  Officer   pursuant   to   Securities    Exchange   Act   Rules
                  13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002.

                  Exhibit 31.2,  Certification  of equivalent of Chief Financial
                  Officer   pursuant   to   Securities    Exchange   Act   Rules
                  13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002.

                  Exhibit  32.1,  Certification  Pursuant  to 18 U.S.C.  Section
                  1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
                  Act of 2002.

            b) Reports on Form 8-K:

                  Current  Report on Form 8-K dated August 29, 2003 and filed on
                  September  10,  2003  disclosing  the sale of  McMillan  Place
                  Apartments.



<PAGE>


                                   SIGNATURES



In accordance with the  requirements of the Exchange Act, the Registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.



                                    CENTURY PROPERTIES FUND XIX


                                    By:   FOX PARTNERS II
                                          Its General Partner


                                    By:   FOX CAPITAL MANAGEMENT CORPORATION
                                          Its Managing General Partner


                                    By:   /s/Patrick J. Foye
                                          Patrick J. Foye
                                          Executive Vice President


                                    By:   /s/Paul J. McAuliffe
                                          Paul J. McAuliffe
                                          Executive Vice President
                                          and Chief Financial Officer


                                    Date: November 13, 2003



<PAGE>



Exhibit 31.1


                                  CERTIFICATION


I, Patrick J. Foye, certify that:


1.    I have reviewed this quarterly report on Form 10-QSB of Century Properties
      Fund XIX;

2.    Based on my knowledge,  this report does not contain any untrue  statement
      of a material fact or omit to state a material fact  necessary to make the
      statements made, in light of the circumstances under which such statements
      were made,  not  misleading  with  respect  to the period  covered by this
      report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  report,  fairly  present  in all  material
      respects the financial condition,  results of operations and cash flows of
      the registrant as of, and for, the periods presented in this report;

4.    The  registrant's  other  certifying  officer(s) and I are responsible for
      establishing  and  maintaining  disclosure  controls  and  procedures  (as
      defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for the registrant
      and have:

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  to ensure that  material  information  relating to the
            registrant,  including its consolidated subsidiaries,  is made known
            to us by others  within  those  entities,  particularly  during  the
            period in which this report is being prepared;

      (b)   Evaluated the effectiveness of the registrant's  disclosure controls
            and  procedures and presented in this report our  conclusions  about
            the effectiveness of the disclosure  controls and procedures,  as of
            the  end  of the  period  covered  by  this  report  based  on  such
            evaluation; and

      (c)   Disclosed  in this  report any change in the  registrant's  internal
            control  over   financial   reporting   that  occurred   during  the
            registrant's  most recent fiscal  quarter (the  registrant's  fourth
            fiscal  quarter in the case of an annual report) that has materially
            affected,   or  is  reasonably  likely  to  materially  affect,  the
            registrant's internal control over financial reporting; and

5.    The registrant's other certifying  officer(s) and I have disclosed,  based
      on  our  most  recent   evaluation  of  internal  control  over  financial
      reporting,  to the  registrant's  auditors and the audit  committee of the
      registrant's  board of directors  (or persons  performing  the  equivalent
      functions):

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely affect the  registrant's  ability to
            record, process, summarize and report financial information; and

      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees  who have a  significant  role in the  registrant's
            internal control over financial reporting.

Date:  November 13, 2003

                                    /s/Patrick J. Foye
                                    Patrick J. Foye
                                    Executive  Vice  President  of  Fox  Capital
                                    Management  Corporation,  equivalent  of the
                                    chief executive officer of the Partnership


<PAGE>



Exhibit 31.2


                                  CERTIFICATION


I, Paul J. McAuliffe, certify that:


1.    I have reviewed this quarterly report on Form 10-QSB of Century Properties
      Fund XIX;

2.    Based on my knowledge,  this report does not contain any untrue  statement
      of a material fact or omit to state a material fact  necessary to make the
      statements made, in light of the circumstances under which such statements
      were made,  not  misleading  with  respect  to the period  covered by this
      report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  report,  fairly  present  in all  material
      respects the financial condition,  results of operations and cash flows of
      the registrant as of, and for, the periods presented in this report;

4.    The  registrant's  other  certifying  officer(s) and I are responsible for
      establishing  and  maintaining  disclosure  controls  and  procedures  (as
      defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for the registrant
      and have:

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  to ensure that  material  information  relating to the
            registrant,  including its consolidated subsidiaries,  is made known
            to us by others  within  those  entities,  particularly  during  the
            period in which this report is being prepared;

      (b)   Evaluated the effectiveness of the registrant's  disclosure controls
            and  procedures and presented in this report our  conclusions  about
            the effectiveness of the disclosure  controls and procedures,  as of
            the  end  of the  period  covered  by  this  report  based  on  such
            evaluation; and

      (c)   Disclosed  in this  report any change in the  registrant's  internal
            control  over   financial   reporting   that  occurred   during  the
            registrant's  most recent fiscal  quarter (the  registrant's  fourth
            fiscal  quarter in the case of an annual report) that has materially
            affected,   or  is  reasonably  likely  to  materially  affect,  the
            registrant's internal control over financial reporting; and

5.    The registrant's other certifying  officer(s) and I have disclosed,  based
      on  our  most  recent   evaluation  of  internal  control  over  financial
      reporting,  to the  registrant's  auditors and the audit  committee of the
      registrant's  board of directors  (or persons  performing  the  equivalent
      functions):

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely affect the  registrant's  ability to
            record, process, summarize and report financial information; and

      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees  who have a  significant  role in the  registrant's
            internal control over financial reporting.

Date:  November 13, 2003

                                /s/Paul J. McAuliffe
                                Paul J. McAuliffe
                                Executive  Vice  President  and Chief  Financial
                                Officer of Fox Capital Management Corporation,
                                equivalent of the chief financial officer of
                                the Partnership


<PAGE>


Exhibit 32.1


                          Certification of CEO and CFO
                       Pursuant to 18 U.S.C. Section 1350,
                             As Adopted Pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002



In  connection  with the Quarterly  Report on Form 10-QSB of Century  Properties
Fund XIX (the "Partnership"),  for the quarterly period ended September 30, 2003
as filed with the  Securities  and Exchange  Commission  on the date hereof (the
"Report"),  Patrick J. Foye, as the equivalent of the chief executive officer of
the Partnership, and Paul J. McAuliffe, as the equivalent of the chief financial
officer of the Partnership, each hereby certifies, pursuant to 18 U.S.C. Section
1350,  as adopted  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002,
that, to the best of his knowledge:

      (1)   The Report fully complies with the  requirements of Section 13(a) or
            15(d) of the Securities Exchange Act of 1934; and

      (2)   The  information  contained in the Report  fairly  presents,  in all
            material respects, the financial condition and results of operations
            of the Partnership.


                                           /s/Patrick J. Foye
                                    Name:  Patrick J. Foye
                                    Date:  November 13, 2003


                                           /s/Paul J. McAuliffe
                                    Name:  Paul J. McAuliffe
                                    Date:  November 13, 2003


This  certification is furnished with this Report pursuant to Section 906 of the
Sarbanes-Oxley  Act of 2002 and shall not be deemed filed by the Partnership for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended.